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7 IN THE SUPERIOR COURT FOR THE STATE OF WASHINGTON IN AND FOR KING COUNTY 8 PATRICK COLACURCIO, individually and NO. 19-2-33469-0 SEA 9 on behalf of all others similarly situated, CLASS ACTION COMPLAINT FOR 10 Plaintiff, v. VIOLATION OF WASHINGTON STATE SECURITIES ACT, BREACH OF 11 INSIGHT VENTURE PARTNERS VII, L.P., FIDUCIARY DUTY, AND UNJUST a Cayman Islands limited partnership; ENRICHMENT 12 INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P., a Cayman Islands 13 limited partnership; INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P., a 14 Cayman Islands limited partnership; INSIGHT VENTURE PARTNERS 15 (DELAWARE) VII, L.P., a Delaware limited partnership; INSIGHT VENTURE 16 PARTNERS COINVESTMENT FUND II, L.P., a Delaware limited partnership; 17 INSIGHT VENTURE ASSOCIATES VII, L.P., a Delaware limited partnership; 18 INSIGHT VENTURE ASSOCIATES VII, LTD., a Cayman Islands limited company; 19 INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P., a Delaware 20 limited partnership; INSIGHT VENTURE MANAGEMENT, LLC, a Delaware limited 21 liability company; INSIGHT HOLDING GROUP, LLC, a Delaware limited liability 22 company, and RYAN HINKLE, Defendants. 23
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1 Plaintiff Patrick Colacurcio (“Plaintiff”) brings this action individually and on behalf of
2 a nationwide class consisting of individuals and entities in the United States that held shares of
3 stock in Smartsheet Inc., a Washington Corporation (“Smartsheet”), and sold those shares in a
4 tender offer in June and July of 2017.
5 INTRODUCTION 6 1. This action arises out of Defendants’ role in the purchase of Plaintiff’s shares of 7 Smartsheet stock, and in the purchase of similarly situated investors’ shares of Smartsheet 8 stock, during a tender offer in June and July 2017. 9 2. Plaintiff and the proposed class were all investors in the tech startup software 10 company Smartsheet and held stock in Smartsheet before Smartsheet went public. 11 3. In June and July 2017, Defendants Insight Venture Partners VII, L.P., Insight 12 Venture Partners (Cayman) VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., Insight 13 Venture Partners (Delaware) VII, L.P., and Insight Venture Partners Coinvestment Fund II, 14 L.P. (collectively the “Private Equity Fund Defendants”) made a tender offer to Smartsheet’s 15 stockholders (“2017 Tender Offer”). At the time, Smartsheet was a private company, and its 16 shares were not traded on any public securities exchange. Smartsheet’s shareholders, including 17 the Plaintiff, tendered 6,477,843 shares in total in the 2017 Tender Offer at a price of $8.3035 18 per share. The Private Equity Fund Defendants bought 90 percent of those shares. 19 4. The other Defendants controlled the Private Equity Fund Defendants. The 20 Private Equity Fund Defendants, together with Insight Venture Associates VII, L.P., Insight 21 Venture Associates VII, Ltd., Insight Venture Associates Coinvestment II, L.P.; and Insight 22 Venture Management, LLC, are collectively referred to below as “Insight Partners,” which is 23
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1 the way they refer to themselves publicly.1 References to “Defendants” herein refers to all
2 Defendants named in this action.
3 5. Just five months after the 2017 Tender Offer in December 2017, Smartsheet
4 filed a confidential S-1 registration statement with the United States Securities and Exchange
5 Committee (“SEC”), seeking approval for an initial public offering (“IPO”). In April 2018,
6 Smartsheet went public, and is now worth over $1 billion, and is trading in excess of $40.00 per
7 share, more than four times the 2017 Tender Offer price.
8 6. At the time Defendants made the 2017 Tender Offer, Smartsheet was already
9 forming plans for an IPO. Defendant Ryan Hinkle was a both a member of Smartsheet’s Board
10 of Directors, and a Managing Director of Insight Venture Management, LLC (dba Insight
11 Venture Partners). He also led Insight Partners’ investment in Smartsheet. Defendant Hinkle
12 and Defendants, through their connections with the Smartsheet Board of Directors, knew
13 material, non-public information about Smartsheet’s plans to go public.
14 7. Defendants failed to disclose this material, non-public information about
15 Smartsheet’s plans to go public in their tender offer documents.
16 8. Plaintiff and the putative class tendered over 6 million shares, for millions of
17 dollars less than the stock was worth then or today. By tendering stock, Plaintiff and the
18 putative class lost the substantial increase in the stock value gained when the stock was sold on
19 the public market. By this lawsuit, Plaintiff seeks to hold Defendants responsible for this
20 disparity and loss.
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23 1 See Insight Partners, https://www.insightpartners.com/ (last visited Oct. 31, 2019).
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1 9. Through their misconduct, Defendants violated numerous duties, including, but
2 not limited to duties owed as a corporate director and duties owed under the Washington State
3 Securities Act. Plaintiff brings this lawsuit on his behalf and on behalf of all similarly situated
4 individuals and entities as members of a proposed plaintiff class pursuant to CR 23(b)(2) and
5 (3). Plaintiff and the putative class seek relief for damages suffered as a result of
6 misrepresentations and omissions of material facts in connection with the tender offer purchase
7 of nearly $55 million in securities, orchestrated by Defendants. Plaintiff and the putative class
8 seek relief under the Washington State Securities Act, RCW 21.20.010 et seq., and Washington
9 common law.
10 PARTIES 11 10. Plaintiff Patrick Colacurcio is an individual residing in King County, 12 Washington. Plaintiff has been an investor in Smartsheet from 2005 to present and sold shares 13 to Defendants in the 2017 Tender Offer. 14 11. A chart showing the relationships among the Defendants is attached as 15 Exhibit 1. 16 12. The Private Equity Fund Defendants Insight Venture Partners VII, L.P., Insight 17 Venture Partners (Cayman) VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., Insight 18 Venture Partners (Delaware) VII, L.P., and Insight Venture Partners Coinvestment Fund II, 19 L.P. are private equity funds that invest money from outside investors. They are exempt from 20 registration with the SEC under Regulation D of the Securities Act of 1933. These Private 21 Equity Fund Defendants actually purchased the shares that Plaintiff and the putative class 22 tendered in the 2017 Tender Offer. 23
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1 13. Defendant Insight Venture Partners VII, L.P. Defendant Insight Venture
2 Partners VII, L.P. is a limited partnership organized and existing under the laws of the Cayman
3 Islands, with an office located in the Grand Cayman, Cayman Islands. Insight Venture Partners
4 VII, L.P. is a private equity fund that invested in Washington Corporation Smartsheet, made the
5 2017 Tender Offer, and bought shares of Smartsheet stock from Plaintiff in Washington and the
6 putative class during the 2017 Tender Offer.
7 14. Defendant Insight Venture Partners (Cayman) VII, L.P. Defendant Insight
8 Venture Partners (Cayman) VII, L.P. is a limited partnership organized and existing under the
9 laws of the Cayman Islands, with an office located in the Grand Cayman, Cayman Islands.
10 Insight Venture Partners (Cayman) VII, L.P. is a private equity fund that invested in
11 Smartsheet, made the 2017 Tender Offer, and bought shares of Smartsheet stock from Plaintiff
12 in Washington and the putative class during the 2017 Tender Offer.
13 15. Defendant Insight Venture Partners Coinvestment Fund II, L.P. Defendant
14 Insight Venture Partners Coinvestment Fund II, L.P. is a limited partnership organized and
15 existing under the laws of the State of Delaware, and with a principal place of business located
16 in New York, New York. Defendant Insight Venture Partners Coinvestment Fund II, L.P. is a
17 private equity fund that invested in Smartsheet, made the 2017 Tender Offer, and bought shares
18 of Smartsheet stock from Plaintiff in Washington and the putative class during the 2017 Tender
19 Offer.
20 16. Defendant Insight Venture Partners VII (Co-Investors), L.P. Defendant Insight
21 Venture Partners VII (Co-Investors), L.P. is a limited partnership organized and existing under
22 the laws of the Cayman Islands, with an office located in the Grand Cayman, Cayman Islands.
23 Insight Venture Partners VII (Co-Investors), L.P. is a private equity fund that invested in
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1 Smartsheet, made the 2017 Tender Offer, and bought shares of Smartsheet stock from Plaintiff
2 in Washington and the putative class during the 2017 Tender Offer.
3 17. Defendant Insight Venture Partners (Delaware) VII, L.P. Defendant Insight
4 Venture Partners (Delaware) VII, L.P. is a limited partnership organized and existing under the
5 laws of the State of Delaware, and with a principal place of business located in New York, New
6 York. Defendant Insight Venture Partners (Delaware) VII, L.P. is a private equity fund that
7 invested in Smartsheet, made the 2017 Tender Offer, and bought shares of Smartsheet stock
8 from Plaintiff in Washington and the putative class during the 2017 Tender Offer.
9 18. Defendant Insight Venture Associates VII, L.P. Defendant Insight Venture
10 Associates VII, L.P. is a limited partnership organized and existing under the laws of the State
11 of Delaware, and with a principal place of business located in New York, New York.
12 Defendant Insight Venture Associates VII, L.P. is the sole general partner of Defendants
13 Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight
14 Venture Partners VII (Co-Investors), L.P., and Insight Venture Partners (Delaware) VII, L.P.,
15 and exercised control over the decisions of those entities, including the 2017 Tender Offer that
16 emanated from Washington.
17 19. Defendant Insight Venture Associates VII, Ltd. Defendant Insight Venture
18 Associates VII, Ltd. is a limited company organized and existing under the laws of the Cayman
19 Islands, with an office located in the Grand Cayman, Cayman Islands. Defendant Insight
20 Venture Associates VII, Ltd. is a general partner of Insight Venture Associates VII, L.P. and
21 exercised control over the decisions of that entity and the entities Insight Venture Associates
22 VII, L.P. controls, including the 2017 Tender Offer that emanated from Washington. Defendant
23 Insight Venture Associates VII, Ltd. signed Smartsheet’s Amended and Restated Investors’
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1 Rights Agreement (dated May 19, 2017) as a general partner on behalf of Insight Venture
2 Associates VII, L.P., as a general partner on behalf of each of the following Smartsheet
3 investors and common stock holders: Insight Venture Partners, VII, L.P., Insight Venture
4 Partners (Cayman) VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., and Insight
5 Venture Partners (Delaware) VII, L.P.
6 20. Defendant Insight Venture Associates Coinvestment II, L.P. Defendant Insight
7 Venture Associates Coinvestment II, L.P. is a limited partnership organized and existing under
8 the laws of the State of Delaware, and with a principal place of business located in New York,
9 New York. Defendant Insight Venture Associates Coinvestment II, L.P. is the sole general
10 partner of Insight Venture Partners Coinvestment Fund II, L.P. and exercised control over the
11 decisions of that entity, including the 2017 Tender Offer that emanated from Washington.
12 21. Defendant Insight Holding Group, LLC. Defendant Insight Holding Group, LLC
13 is a limited liability company organized and existing under the laws of the State of Delaware,
14 and with a principal place of business located in New York, New York. Defendant Insight
15 Holding Group, LLC was the sole shareholder of Insight Venture Associates VII, Ltd. and
16 exercised control over the decisions of that entity, including the 2017 Tender Offer. It is also
17 the sole general partner of Insight Venture Associates Coinvestment II, L.P. and exercised
18 control over the decisions of that entity and the entities Insight Venture Associates
19 Coinvestment II, L.P. controls, including the 2107 Tender Offer that emanated from
20 Washington.
21 22. Defendant Insight Venture Management, LLC. Defendant Insight Venture
22 Management, LLC is a limited liability company organized and existing under the laws of the
23 State of Delaware with a principle place of business in New York, New York, which does
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1 business as Insight Venture Partners. Insight Venture Management, LLC is an investment
2 adviser registered with the SEC, and serves as investment adviser to the Private Equity Fund
3 Defendants. Insight Venture Management, LLC exercises investment discretion over the money
4 that investors invest in the Private Equity Fund Defendants, including these entities’
5 investments in Smartsheet and the decision to purchase shares of Smartsheet in the 2017
6 Tender Offer that emanated from Washington.
7 23. Defendant Ryan Hinkle. Defendant Ryan Hinkle is an individual residing in
8 New York, New York, and is a Managing Director of Insight Venture Management, LLC d/b/a
9 Insight Venture Partners. He led Insight Venture Partners’ investment in Smartsheet, and
10 exercised control over Defendants’ investments in Smartsheet Since 2012, Hinkle has been a
11 member of Smartsheet’s Board of Directors and has attended meetings of the Board in
12 Washington.
13 JURISDICTION AND VENUE 14 24. Jurisdiction is appropriate in this Court pursuant to RCW 2.08.010. 15 25. Each of the Defendants has subjected itself to the personal jurisdiction of this 16 Court through Washington’s long-arm statue RCW 4.28.185(1) by transacting business in the 17 State of Washington, including but not limited to investing in Smartsheet Inc., a Washington 18 Corporation headquartered in Bellevue, Washington in exchange for shares of stock in 19 Smartsheet; by entering into a letter agreement with Smartsheet to facilitate a tender offer for 20 Smartsheet stock; by purchasing Smartsheet stock from Plaintiff, a Washington resident; by 21 preparing submitting, and disseminating communications and materials to the State of 22 Washington to solicit the tender offer of Smartsheet stock; and by committing tortious acts in 23 the State of Washington.
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1 26. Defendants submitted to the jurisdiction of the State of Washington and availed
2 themselves of the rights and protections of the laws of the State of Washington throughout their
3 involvement with Smartsheet. In Paragraph 3.7 of the Amended and Restated Investors’ Rights
4 Agreement dated May 19, 2017, which specifies the rights and remedies of investors in
5 Smartsheet, and to which Defendants Insight Venture Partners VII, L.P.; Insight Venture
6 Partners (Cayman) VII, L.P.; Insight Venture Partners Coinvestment Fund II, L.P.; Insight
7 Venture Partners VII (Co-Investors), L.P.; Insight Venture Partners (Delaware) VII, L.P.;
8 Insight Venture Associates VII, L.P.; Insight Venture Associates Coinvestment II, L.P.; Insight
9 Venture Associates VII, Ltd. are signatories, states that: “Governing Law. This Agreement and
10 all acts and transactions pursuant hereto shall be governed, construed and interpreted in
11 accordance with the laws of the state of Washington, without giving effect to principles of
12 conflicts of laws.”
13 27. Venue is proper pursuant to RCW 4.12.020(3).
14 FACTUAL ALLEGATIONS 15 A. The Formation and Growth of Smartsheet 16 28. This action concerns the Plaintiff’s, putative class members’, and Defendant’s 17 investments in Smartsheet. Smartsheet is a Washington Corporation, and was founded in 2005. 18 Smartsheet is headquartered in Bellevue, Washington. 19 29. Smartsheet is a software company that develops and markets a product (also 20 called Smartsheet), which is a leading cloud-based collaboration software for teams. 21 Smartsheet describes its product as a Software as a Service (“SaaS”) platform for collaborative 22 work management that allows and enables teams and organizations to “plan, capture, manage, 23
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1 automate, and report on work -at a scale.”2 Today, Over 80,000 brands, and millions of users
2 utilize Smartsheet, including over 75% of Fortune 500 Companies.3
3 30. From its inception in 2005 until April 2018, Smartsheet was a privately-held
4 technology startup company. Smartsheet’s shares were not traded on any public securities
5 exchange. As a private company, Smartsheet issued all of its shares with transfer restrictions,
6 and the shares could not be resold or transferred without the consent of the company.
7 31. According to Smartsheet’s Bylaws, originally adopted in 2005 and effect in
8 2017, all certificates representing shares of Smartsheet state in substantially similar language
9 that:
10 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 11 APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE 12 TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS 13 CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT 14 REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER 15 THE ACTS.
16 Bylaws § 6.5.
17 32. As a private company, Smartsheet sought financial support from early investors,
18 including from venture capital firms such as Insight Partners, and from individuals such as
19 Plaintiff.
20
21
22 2 Smartsheet, https://www.smartsheet.com/ (last visited Oct. 31, 2019). 23 3 About Smartsheet, Smartsheet, https://www.smartsheet.com/about (last visited Oct. 31, 2019).
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1 33. Plaintiff sold a portion of his Smartsheet stock in the 2017 Tender Offer. On or
2 about July 18, 2017, Plaintiff sold 105,795 shares of Smartsheet common and preferred stock.
3 The shares sold at the tender officer price of $8.3035 per share for a total of $878,468.78.
4 34. Approximately five months later, on December 21, 2017, Smartsheet filed a
5 confidential draft registration statement for an IPO with the U.S. Securities and Exchange
6 Commission (“SEC”).
7 35. Approximately eight months after the 2017 Tender Offer, on March 26, 2018,
8 Smartsheet filed a registration statement Form S-1 with the SEC, announcing publicly its intent
9 to go public. The Registration statement was declared effective by the Securities and Exchange
10 Commission on April 26, 2018.
11 36. On April 27, 2018, Smartsheet’s shares began trading on the New York Stock
12 Exchange, closing at around $19.50 per share on its first day of trading. Smartsheet raised $150
13 million in its IPO.
14 37. Smartsheet is now worth over $1 billion. As of December 11, 2019, Smartsheet
15 stock trades at $42.89 per share.
16 B. Insight Partners Invests in Smartsheet 17 38. Insight Partners is a venture capital firm dedicated to finding, investing in, and 18 scaling leading software companies. As Insight Partners describes itself, “We’re software 19 experts who invest in growth. Our capital and expertise give companies the resources and 20 know-how to accelerate growth – visionary executives do the rest. Insight reflects the diversity, 21
22
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1 the resolve, and the hustle of our home-base, New York City, and we apply this energy to
2 support the companies and leadership teams we invest in across the world.”4
3 39. Insight Venture Partners first invested in Smartsheet in 2012, participating in a
4 round of funding for the Washington-based tech startup company for which Insight Partners
5 received shares of Smartsheet stock. In December 2012, Smartsheet announced that it had
6 secured $26 million from Insight Partners and Madrona Venture Group. As Insight Partners
7 announced, Smartsheet “will use the funding to accelerate sales and marketing efforts, advance
8 software development efforts, and expand partnerships.”5
9 40. As part of this 2012 transaction between Insight Partners and Smartsheet,
10 Defendant Ryan Hinkle, described then as a “principal at Insight Venture Partners,” joined
11 Smartsheet’s Board of Directors.”6 Hinkle said of Smartsheet: “We are excited to join the
12 team.” Since then, Hinkle has been “Insight’s lead investor in Smartsheet”7 and has maintained
13 a position on Smartsheet’s Board of Directors from 2012 to the present.
14 41. In 2014, Insight Partners participated in another round of financing in
15 Smartsheet where Insight Partners, along with other venture capital investors, raised $35
16 million for Smartsheet.8 Insight Partners received additional shares of Smartsheet stock at this
17 time.
18
19 4 Insight Partners, https://www.insightpartners.com/ (last visited Oct. 31, 2019). 5 Smartsheet Raises $26 Million in Funding from Insight Venture Partners and Madrona Venture Group, Insight 20 Venture (Dec. 3, 2012),https://www.insightpartners.com/about-us/news-press/smartsheet-raises-26-million-in- funding-from-insight-venture-partners-and-madrona-venture-group/. 21 6 Id. 7 Smartsheet IPO: Survive, Drive, Thrive, Insight Venture https://www.insightpartners.com/blog/smartsheet-ipo- 22 survive-drive-thrive/ (last visited Oct. 31, 2019).
8 23 Smartsheet Raises $35 Million in New Round, Insight Venture (May 5, 2014), https://www.insightpartners.com/about-us/news-press/smartsheet-raises-35-million-in-new-round/.
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1 42. In or around May 2017, Smartsheet again announced another round of funding
2 (“Series F funding”), led by Insight Partners. Smartsheet “announced it raised $52.1 million in
3 Series F funding, led by existing investor Insight Partners. Additional Smartsheet investors
4 Madrona Venture Group and Sutter Hill Ventures, and new investor, Summit Partners, also
5 participated in the round.”9 Insight Partners received additional shares of Smartsheet stock for
6 its participation in the Series F funding.
7 43. While discussing the Series F funding, Defendant Hinkle, Managing Director at
8 Insight Partners stated: “Since our initial investment with Smartsheet, we have seen an
9 incredible amount of development and growth behind their [sic] capabilities. We are committed
10 to continuing this acceleration so that more companies can benefit from the unique value of
11 Smartsheet.”10
12 44. Over the years, Insight Partners acquired shares of Smartsheet stock in at least
13 five different series of fundraising. By the end of the Series F funding, just a month before the
14 2017 Tender Offer, Insight Partners had accumulated over 23 million shares of Smartsheet
15 stock.
16 45. Throughout the years of Insight Partners’ funding and Defendant Hinkle’s
17 service on Smartsheet’s Board of Directors, Insight Partners provided “strategic guidance” to
18 Smartsheet, as the tech startup continued to grow and scale as a company. Smartsheet’s own
19 CEO Mark Mader acknowledged Insight’s strategic guidance of Smartsheet: “We have
20
21 9 Smartsheet Raises $52 Million to Manage and Automate Enterprise Collaboration: Insight Venture Partners Leads Series F Round to Further Accelerate Rapid Adoption of Smartsheet’s Enterprise Collaborative Work 22 Management Platform, Insight Venture (May 24, 2017), https://www.insightpartners.com/about-us/news- press/smartsheet-raises-52-million-to-manage-and-automate-enterprise-collaboration/. 23 10 Id.
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1 benefited greatly from our partnership with Insight and others by giving up ownership in our
2 company. In exchange, we get access to Insight, which includes talent, relationships and best
3 practices.”11
4 46. As Defendant Hinkle stated: “Through multiple rounds of financing and range
5 of strategic guidance from Insight, we are proud to have supported Smartsheet’s growth to
6 more than $100M+ ARR.”
7 47. Insight Partners’ strategic guidance to and involvement in Smartsheet continued
8 through Smartsheet’s IPO process. And six years post-investment, Insight Partners “helped
9 them achieve a successful IPO.”12 Defendant Hinkle stated during a published interview with
10 Smartsheet’s CEO Mark Mader: “I’ve been a part of three separate financings where you raised
11 money and Insight was proud to be involved in Smartsheet’s IPO process.”13
12 C. Insight Partners Makes a Tender Offer in 2017 13 48. Prior to June 2017, Defendants approached Smartsheet and requested permission 14 to make a tender offer to Smartsheet’s shareholders to obtain further stock in Smartsheet. 15 Smartsheet’s authorization of, and participation in, the tender offer was necessary due to 16 transfer restrictions on Smartsheet stock. 17 49. According to Section 6.5 of Smartsheet’s Bylaws, signed June 6, 2005 and in 18 effect as of April 24, 2018, all Smartsheet stock was subject to restrictions on transfer. In order 19 to facilitate a tender offer, Defendants were required to—and did—seek approval from 20
21 11 Growth Gurus: CEO of Smartsheet, Insight Partners, https://www.insightpartners.com/blog/growth-gurus-ceo- 22 of-smartsheet/ (last visited Oct. 31, 2019). 12 Id. 23 13 Id.
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1 Smartsheet to waive transfer restrictions as was necessary to allow Defendants to purchase
2 additional shares of stock from existing Smartsheet shareholders.
3 50. In June 2017, Defendants entered into a letter agreement with Smartsheet in
4 which Smartsheet agreed to waive certain transfer restrictions in connection with, and assist in
5 the administration of, a tender offer that the Defendants proposed to commence. Defendant
6 Hinkle was on the Board of Smartsheet at this time, which authorized this tender offer.
7 51. Insight Partners made the tender offer to Smartsheet shareholders immediately
8 following and in conjunction with the Series F round of financing led by Insight Partners.
9 52. Having obtained the letter agreement with Smartsheet, Defendants commenced a
10 tender offer in June 2017 to purchase outstanding shares of Smartsheet’s capital stock at an as-
11 converted to Class B common stock price per share of $8.3035, less transaction costs (“2017
12 Tender Offer”).
13 53. As stated in the Offer to Purchase, dated June 2, 2017, the Private Equity Fund
14 Defendants, along with another investment group, Summit Partners, offered to purchase up to
15 6,623,712 shares of Smartsheet at a price of $8.3035 per share on an as-converted to Common
16 Stock basis. Because, at the time, certain preferred stock (Series A-2 Preferred Stock, Series A-
17 3 Preferred Stock and Series A-4 Preferred stock) could be converted at the option of the holder
18 into 1.02336, 1.05552, and 1.06949 shares of Smartsheet Common Stock, respectively, the
19 Offer to Purchase for these shares was increased to $8.4975, $8.7645, and $8.8805
20 respectively.
21 54. Smartsheet provided notice of the tender offer to the shareholders.
22 55. The 2017 Tender Offer closed in July 2017.
23
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1 56. By the end of the 2017 Tender Offer, members of the putative class tendered a
2 total of 6,477,843 shares of common and convertible preferred stock for a total price of
3 approximately $55 million.
4 57. During the 2017 Tender Offer, the Private Equity Fund Defendants purchased
5 5,300,043 shares of Smartsheet stock for a total price of approximately $45 million. Those
6 shares are currently worth over $212 million.
7 58. During the 2017 Tender Offer, Plaintiff sold 105,795 shares of Smartsheet stock
8 for $878,468.78.
9 59. Following the close of the 2017 Tender Offer, Defendants had acquired over
10 28.7 million shares of Smartsheet stock, including:
11 a. Defendant Insight Venture Partners VII, L.P. held 13,906,902 shares of
12 Smartsheet stock;
13 b. Defendant Insight Venture Partners (Cayman) VII, L.P. held 6,122,102 shares of
14 Smartsheet stock;
15 c. Defendant Insight Venture Partners VII (Co-Investors), L.P. held 321,875 shares
16 of Smartsheet stock;
17 d. Defendant Insight Venture Partners (Delaware) VII, L.P. held 879,649 shares of
18 Smartsheet stock; and
19 e. Defendant Insight Venture Partners Conivestment Fund II, L.P. held 7,500,479
20 shares of Smartsheet stock.
21
22
23
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1 60. At the time of the IPO, Defendants held over 28% of the beneficial ownership
2 and over 32% of the voting power in Smartsheet.14
3 D. Defendants’ Knowledge of Smartsheet Plans for IPO before the 2017 Tender Offer 4 61. By the time of the 2017 Tender Offer, Smartsheet was already planning for, and 5 had already taken steps toward, an IPO. 6 62. Smartsheet put a lot of time, planning, and preparation into its IPO efforts. 7 Smartsheet’s own CEO, Mark Mader, has publicly discussed his philosophy on Smartsheet’s 8 IPO process and the planning that went into it. Mr. Mader stated in an interview with 9 Defendant Hinkle, discussing Smartsheet’s decision to launch an IPO: “I was definitely in the 10 camp of when we go public, we’re going to be ready to go public.”15 Mr. Mader continued that 11 he felt that when Smartsheet was going to IPO, “[w]e’re going to have a sense of our 12 organizational effectiveness, our mechanisms, we are going to have a sense of our outlook, a 13 sense of our strategy, we are going to be well-aligned from our partner standpoint, and I would 14 say I was more concerned with wanting those things set up” before going public. 15 63. A typical IPO progress generally takes at least 6 to 12 months to complete, with 16 additional planning in advance of that timeframe.16 “A successful IPO requires careful 17
18
19
20 14 Smartsheet Inc. Amendment No. 1 to Form S-1 (Apr. 16, 2018), https://www.sec.gov/Archives/edgar/data/ 21 1366561/000162828018004275/smartsheets-1a1.htm 15 Growth Gurus: CEO of Smartsheet, Insight Partners, https://www.insightpartners.com/blog/growth-gurus-ceo- 22 of-smartsheet/ (audio recording of interview). 16 Roadmap for an IPO: A guide to going public, PwC, available at https://www.pwc.com/hu/hu/ 23 szolgaltatasok/konyvvizsgalat/szamviteli-tanacsadas/kiadvanyok/roadmap_for_an_ipo.pdf (last visited June 12, 2019).
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1 planning” and advance preparation is key to a successful and smooth IPO. Planning for an IPO
2 often starts more than a year out.17
3 64. The IPO planning process involves time consuming steps and stages, such as the
4 process of selecting an investment bank as advisor and underwriter; a due diligence period by
5 that underwriter; the preparation of necessary regulatory filings, including the Registration
6 Statement and Prospectus, among other steps.
7 65. The Registration Statement is a lengthy document disclosing many facets of the
8 company’s business operations and finances, which is prepared and filed with the SEC prior to
9 the IPO. “Preparing and filing the registration statement is a relatively complicated, time-
10 consuming, technical process requiring substantial planning and coordination. It involves
11 providing the information specified by the SEC form and complying with the applicable SEC
12 rules in the most efficient manner possible. It requires a great deal of effort by the management
13 team, lawyers and independent accountants to describe a company as accurately and positively
14 as possible, while also disclosing any negative risk factors.”18
15 66. Companies looking to launch an IPO spend months preparing a Registration
16 Statement. Smartsheet filed its confidential registration statement on December 22, 2017, just
17 five months after the 2017 Tender Offer.
18 67. Prior to its IPO, Smartsheet had to demonstrate to the SEC that has complied
19 with Generally Accepted Accounting Principles (GAAP) going back three years.
20 68. Before the 2017 Tender Offer and in preparation for the IPO, Smartsheet
21 substantially changed its accounting practices to comply with GAAP. This required a
22 17 Id. 23 18 Id.
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1 substantial investment of time and money to change its accounting procedures to come into
2 compliance with Accounting Standards Update (ASU) issued by the Financial Accounting
3 Standards Board (FASB) in 2014. Smartsheet adopted these new standards as of February 1,
4 2017, four months before the 2017 Tender Offer.
5 69. The timing and implementation of Smartsheet’s adoption of the ASUs show that
6 Smartsheet was making material changes to its financial statements prior to the 2017 Tender
7 Offer and specifically in preparation for the IPO.
8 70. As of January 1, 2017, Smartsheet had not yet adopted several FASB updates to
9 GAAP, which establishes accounting standards for public companies and certain nonpublic
10 companies that follow GAAP. Nonpublic companies generally have more time to adopt new
11 standards than public companies.
12 71. Among the updated standards Smartsheet adopted as of February 1, 2017 was
13 ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) (issued in May
14 2014), which requires the recognition of revenue when promised goods or services are
15 transferred to customers in an amount that reflects the consideration to which the entity expects
16 to be entitled in exchange for those goods or services.
17 72. The FASB advised public business entities to adopt ASC 606 after December
18 15, 2016.19 FASB advised non-public companies to wait to implement until after December
19 15, 2017. Smartsheet implemented ASC 606 early, prior to the nonpublic companies date to
20 demonstrate compliance with GAAP, because it was required for its IPO.
21
22
23 19 https://www.fasb.org/jsp/FASB/Page/SectionPage&cid=1218220137102 (Last accessed 12/12/2019).
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1 73. Smartsheet opted to utilize the full retrospective method of transition to ASC
2 606, which required it to recalculate its revenue going back several years rather than simply
3 implementing the change going forward. Smartsheet used this method to demonstrate historical
4 compliance with GAAP in preparation for its IPO. Again, Smartsheet completed this work four
5 months before the tender offer.
6 74. Officers of Smartsheet knew of its plans to go public by at least May of 2017.
7 Prior to going public, Smartsheet brought on a new Senior Vice President of Product, Gene
8 Farrell. Mr. Farrell previously worked for Amazon Web Services. In May 2017, a month before
9 the tender offer, Mr. Farrell announced he was leaving his employment with Amazon Web
10 Services to join Smartsheet as the Senior Vice President of Product. In an email that Mr. Farrell
11 sent to his supervisor at Amazon, dated May 16, 2017, Mr. Farrell stated that one of the reasons
12 that drove his decision to accept the position at Smartsheet was his desire to experience
13 “[t]aking a company public.”
14 75. Smartsheet’s Prospectus, filed with the SEC on April 27, 2018, as part of its IPO
15 incorporates and relies upon a 23 page report by Forrester Research, Inc. titled “The Total
16 Economic Impact of Smartsheet,” and dated September 2017. The detailed report includes
17 substantial data on Smartsheet’s performance, and uses that data to calculate return on
18 investment, net present value, and several other analyses.20 Upon information and belief,
19 Smartsheet commissioned this report prior to the June 2017 Tender Offer as part of its plans to
20 go public.
21
22 20 Forrester, The Total Economic ImpactTM Of Smartsheet: Cost Savings And Business Benefits Enabled By Smartsheet (Sept. 2017), available at https://www.smartsheet.com/file/finaltei2017pdf; see also The Total 23 Economic Impact™ of Smartsheet, Smartsheet, https://www.smartsheet.com/content-center/executive- center/forrester-tei-study-2017 (last visited Nov. 1, 2019).
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1 76. One of the key components to Smartsheet’s IPO, was the company’s alignment
2 with its investors. According to CEO Mader, when going public, Smartsheet would “be well-
3 aligned from our partner standpoint . . . .[T]here is a point where you, not only as a CEO but as
4 a leadership team and as an investor group you need to be generally aligned and we finally
5 reached that.”21
6 77. Insight Partners was aware of Smartsheet’s plans to launch an IPO. Defendant
7 Hinkle, who led and managed Insight Partners’ investment in Smartsheet, was a member of
8 Smartsheet’s board and personally aware of Smartsheet’s plans to launch and IPO. Defendant
9 Hinkle had many conversations with Smartsheet’s leadership about an IPO during the years
10 leading up to the IPO.22 Defendant Hinkle stated in an interview with Smartsheet’s CEO Mark
11 Mader: “Mark, I remember in that boardroom a number of conversations in the quarters and
12 years leading up to IPO that you were always focused on that as a possibility if not a
13 probability . . . and there was a moment I remember it distinctly where it went
14 from . . . . curious to committed.”23
15 78. At all relevant times while Defendant Hinkle was a director of Smartsheet, and
16 participating in conversations with Smartsheet’s Board members about Smartsheet’s plans to
17 launch an IPO, Defendant Hinkle led Defendants’ more than $120 million investment in
18 Smartsheet,24 and advised Defendants on all matters relating to their decisions to invest in and
19 purchase shares of Smartsheet stock.
20 21 Growth Gurus: CEO of Smartsheet, Insight Partners, https://www.insightpartners.com/blog/growth-gurus-ceo- 21 of-smartsheet/ (audio) (last visited Oct. 31, 2019). 22 Id. (article). 22 23 Id. (audio). 23 24 Smartsheet Raises $52 Million to Manage and Automate Enterprise Collaboration: Insight Venture Partners Leads Series F Round to Further Accelerate Rapid Adoption of Smartsheet’s Enterprise Collaborative Work
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1 79. Defendants possessed material, non-public, insider information regarding
2 Smartsheet’s plans to go public, but failed to disclose this non-public information to Plaintiff
3 and the putative class members when soliciting purchase of their shares in the 2017 Tender
4 Offer.
5 CLASS ACTION ALLEGATIONS 6 80. Class Definition. 7 All individuals and entities who sold stock in Smartsheet Inc. during 8 the tender offer dated June 2, 2017.
9 Excluded from the Class are (1) the Defendants and all of their respective employees, officers, directors, agents, immediate family members, legal representatives, parent corporations, subsidiaries, 10 controlled affiliates, insurers, guarantors, heirs, successors, and assigns, (2) all other Smartsheet shareholders who offered to 11 purchase shares in the June 2017 tender offer, (3) Smartsheet officers and directors, and (4) the Judge presiding over the Action 12 and all members of her or his family.
13 81. Numerosity. The members of the proposed Class are so numerous that joinder of 14 all members is impracticable. While the exact number of Class members is unknown to 15 Plaintiff at this time and can only be ascertained through appropriate discovery, Plaintiff 16 believes there are in excess of 40 members of the proposed Class as Smartsheet had over 150 17 unique private investors while it was a private company, many of whom participated in the 18 2017 Tender Offer. Participating investors sold over 6 million shares in the 2017 Tender Offer. 19 The disposition of the claims of the Class members in a single class action will provide 20 substantial benefits to all parties and the Court. 21
22
23 Management Platform, Insight Venture (May 24, 2017), https://www.insightpartners.com/about-us/news- press/smartsheet-raises-52-million-to-manage-and-automate-enterprise-collaboration/.
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1 82. Typicality. The representative Plaintiff is a member of the proposed Class. The
2 claims alleged by the Plaintiff are typical of the Class. The representative Plaintiff, like all
3 Class members, held stock in Smartsheet prior to July 2017, and sold that stock to Defendants
4 during the course of Defendants’ 2017 Tender Offer. The Plaintiff’s claims, like the claims of
5 all Class members, arise out of the same course of conduct: the tender offer sale and purchase
6 of Smartsheet securities.
7 83. Commonality and Predominance. There are numerous questions of law and fact
8 common to the Class members that predominate over any questions solely affecting individual
9 members of the class. All Class members have been damaged by Defendants’ misconduct in
10 that the Class members all owned stock in Smartsheet and sold that stock to the Insight
11 Defendants in the tender offer in violation of Washington law. The following common
12 questions predominate over any questions affecting only individual Class members:
13 a. Whether certain Defendants are buyers of a security under RCW 21.20.430(2).
14 b. Whether certain Defendants, in connection with the 2017 Tender Offer,
15 (a) employed devices, schemes and artifices to defraud; (b) omitted to state
16 material facts necessary in order to make statements made, in light of the
17 circumstances in which they were made, not misleading; or (c) engaged in acts,
18 practices, or courses of business that operated as a fraud or a deceit upon
19 Plaintiff and the class in connection with the purchase of securities in the 2017
20 Tender Offer.
21 c. Whether the facts that Defendants failed to disclose were material.
22
23
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1 d. Whether Defendants are liable to Plaintiff and the Class for the shares purchased
2 in the Tender Offer, as well as for the relief specifically provided in
3 RCW 21.20.430.
4 e. Whether certain Defendants, within the meaning of RCW 21.20.430(3), directly
5 or indirectly controlled a buyer liable under RCW 21.20.430(2) and/or
6 materially aided in the tender offer.
7 f. Whether certain Defendants were enriched as a result of the 2017 Tender Offer.
8 g. Whether certain Defendants’ enrichment at the expense of Plaintiffs and the
9 Class members was unjust.
10 h. Whether certain defendants owed Plaintiff and the Class fiduciary duties.
11 84. Adequacy. Plaintiff will fairly and adequately protect the interests of the Class.
12 Plaintiff retained competent and capable attorneys who are experienced trial lawyers with
13 experience in complex securities and class action litigation. Plaintiff and his counsel are
14 committed to prosecuting this action vigorously on behalf of the Class, and have the financial
15 resources to do so. Neither Plaintiff nor his counsel have interests that are contrary to or that
16 conflict with those of the proposed Class.
17 85. Superiority of Class Action. A class action is superior to other available methods
18 for the fair and efficient adjudication of the controversy. Absent a class action, most Class
19 members likely would find the cost of litigating their claims prohibitive, particularly in view of
20 the substantial resources that the Defendants have at their disposal to defend against individual
21 claims. The prosecution of separate actions by individual Class members would create a risk of
22 inconsistent or varying adjudications with respect to individual members of the Class, which
23 would establish incompatible standards of conduct for Defendants. Class treatment is superior
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1 to multiple individual suits or piecemeal litigation because it conserves judicial resources and
2 promotes consistency and efficiency of adjudication. Plaintiff and his counsel are unaware of
3 any litigation concerning the 2017 Tender Offer transaction that has already been commenced
4 by one or more Class members. Litigation of the claims should occur in this Court as all claims
5 are state law claims. There will be no significant difficulty in management of this case as a
6 class action.
7 FIRST CLAIM FOR RELIEF 8 VIOLATION OF THE WASHINGTON STATE SECURITIES ACT, RCW 21.20.010 AND 21.20.430(2) 9 (On Behalf of Plaintiff and the Class Against All Defendants)
10 86. Plaintiff repeats, realleges, and incorporates by reference each and every
11 paragraph set forth above as if fully set forth herein.
12 87. The transfer of Plaintiff’s securities in Smartsheet to the Defendants in the 2017
13 Tender Offer constituted the purchase and sale of securities.
14 88. The Private Equity Fund Defendants Insight Venture Partners VII, L.P.; Insight
15 Venture Partners (Cayman) VII, L.P.; Insight Venture Partners Coinvestment Fund II, L.P.;
16 Insight Venture Partners VII (Co-Investors), L.P.; and Insight Venture Partners (Delaware) VII,
17 L.P., when they purchased Smartsheet stock from Plaintiff and the Class during the 2017
18 Tender Offer, omitted material facts or made misleading statements to Plaintiff and the Class in
19 connection with the purchase of securities. Such omissions and misleading statements were in
20 violation of RCW 21.20.010.
21 89. Specifically, in connection with making the 2017 Tender Offer, Defendants
22 omitted material non-public facts in the Tender Offer documents by failing to disclose
23 information relating to Smartsheet’s plans to go public.
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1 90. Smartsheet’s plans to launch an IPO shortly after the tender offer was a material
2 non-public fact.
3 91. At all relevant times, Defendants Defendant Hinkle; Defendant Insight Venture
4 Management, LLC; Defendant Insight Holding Group, LLC; Defendant Insight Venture
5 Associates, VII, Ltd.; Defendant Insight Venture Associates VII, L.P.; and Defendant Insight
6 Venture Associates Conivestment II, L.P. were in a position of control over the Private Equity
7 Fund Defendants and participated in or approved of the Tender Offer transactions such that
8 each of them was a substantial contributive factor in the violations of RCW 21.20.010, and are
9 liable to Plaintiff and the Class under RCW 21.20.430(2).
10 92. As a proximate result of Defendants’ acts and omissions, Plaintiff and the Class
11 members have been harmed, as they sold their shares of Smartsheet stock for less than those
12 shares were worth at and following Smartsheet’s IPO.
13 93. Defendants are jointly and severally liable to Plaintiff and the Class for the
14 actual amount of their investments, as well as for the relief specifically provided in
15 RCW 21.20.430(2).
16 SECOND CLAIM FOR RELIEF 17 VIOLATIONS OF THE WASHINGTON STATE SECURITIES ACT, RCW 21.20.010 AND 21.20.430(3) 18 (On Behalf of Plaintiff and the Class Against Defendants Hinkle; Insight Venture Management, LLC; Insight Holding Group, LLC; 19 Insight Venture Associates, VII, Ltd.; Insight Venture Associates VII, L.P.; and Insight Venture Associates Conivestment II, L.P.) 20 94. Plaintiff repeats, realleges, and incorporates by reference each and every 21 paragraph set forth above as if fully set forth herein. 22
23
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1 95. As alleged above, the Defendants violated RCW 21.20.010 by omitting material
2 non-public facts in connection with the 2017 Tender Offer and corresponding purchase of
3 securities by failing to disclose information relating to Smartsheet’s plans to go public.
4 96. At all times, Defendant Hinkle was a Managing Director at Insight Venture
5 Management, LLC and directed, controlled, and influenced the management of Defendants’
6 investment in Smartsheet.
7 97. At all relevant times, Defendant Hinkle was a member of Smartsheet’s Board of
8 Directors. And at all relevant times, Defendant Hinkle possessed material, non-public
9 information about Smartsheet’s plans to IPO.
10 98. Defendant Hinkle knew or should have known that the 2017 Tender Offer
11 documents omitted material facts regarding Smartsheet’s plans to IPO. As Defendant Hinkle
12 was the lead investor controlling Private Equity Fund Defendants’ investment in Smartsheet, all
13 Defendants possessed such material, non-public information regarding Smartsheet’s plans to
14 IPO.
15 99. At all relevant times herein, Defendant Hinkle had the power, both direct and
16 indirect, to control Defendants and did in fact exercise such control, and are controlling persons
17 within the meaning of RCW 21.20.430.
18 100. At all relevant times Defendants Hinkle, within the meaning of
19 RCW 21.20.430(3), directly or indirectly controlled a buyer liable under RCW 21.20.430(2)
20 and/or materially aided in 2017 Tender Offer purchase of securities.
21 101. Specifically, in connection with making the 2017 Tender Offer, Defendants
22 omitted material non-public facts in the Tender Offer documents by failing to disclose
23
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1 information relating to Smartsheet’s plans to go public when buying securities, in violation of
2 RCW 21.20.010.
3 102. Smartsheet’s plans for an IPO within the next year was a material non-public
4 fact. Plaintiff and the Class members tendered stock for sale in the 2017 Tender Offer in
5 reasonable reliance on Defendants’ omissions.
6 103. As a proximate result of Defendants’ acts and omissions, Plaintiff and the Class
7 members have been harmed as they sold their shares of Smartsheet stock for less than those
8 shares would have been worth at or following Smartsheet’s IPO.
9 104. Defendants are jointly and severally liable to Plaintiff for the actual amount of
10 Plaintiffs’ investment, as well as for the relief specifically provided in RCW 21.20.430(3).
11 THIRD CLAIM FOR RELIEF 12 BREACH OF FIDUCIARY DUTY (On Behalf of Plaintiff and the Class Against Defendant Hinkle) 13 105. Plaintiff repeats, realleges, and incorporates by reference each and every 14 paragraph set forth above as if fully set forth herein. 15 106. At all times since 2012, Defendant Hinkle was a director of Smartsheet. 16 107. Prior to the close of the 2017 Tender Offer, Plaintiff and the Class were 17 shareholders of Smartsheet. 18 108. As a director of Smartsheet, Defendant Hinkle owed fiduciary duties to deal 19 with Plaintiff and the Class in good faith and to place Plaintiff and the Class’s interests above 20 his own. 21 109. By and through the acts and omissions described herein, Defendant Hinkle 22 breached his fiduciary duties to Plaintiff and the Class. 23
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1 110. As a proximate result of Defendant Hinkle’s acts and omissions, Plaintiff and
2 the Class have been harmed in an amount to be proven at trial.
3 FOURTH CLAIM FOR RELIEF 4 UNJUST ENRICHMENT (On Behalf of Plaintiff and the Class Against All Defendants) 5 111. Plaintiff repeats, realleges, and incorporates by reference each and every 6 paragraph set forth above as if fully set forth herein. 7 112. Defendants have been enriched by inducing Plaintiff and the putative class 8 members into selling their shares of Smartsheet stock during the 2017 Tender Offer through 9 misleading omissions of material information. 10 113. Defendants wrongfully accepted and retained these benefits to the detriment of 11 Plaintiff and the putative class members 12 114. Defendants’ enrichment at the expense of Plaintiff and the putative Class 13 members was unjust. It is unconscionable for the Defendants to retain any wealth or monies 14 received from the 2017 Tender Offer purchase of stock and any interest or proceeds therefrom. 15 115. Plaintiff and the putative Class members are entitled to damages in an amount to 16 be proved at trial. 17
18 FIFTH CLAIM FOR RELIEF CONSTRUCTIVE TRUST 19 (On Behalf of Plaintiff and the Class Against All Defendants)
20 116. Plaintiff repeats, realleges, and incorporates by reference each and every 21 paragraph set forth above as if fully set forth herein. 22 117. In light of Defendants’ conduct as alleged herein, Plaintiff and the putative Class 23 are entitled to the imposition of a constructive trust in their favor on all assets Defendants have
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1 derived from the shares of Smartsheet stock purchased during the 2017 Tender Offer, including
2 any profits or income Defendants have derived therefrom.
3 REQUEST FOR RELIEF 4 Plaintiff requests that the Court grant the following relief against Defendants: 5 (a) Certifying this case as a class action on behalf of Plaintiff and the Class defined 6 above, appointing Plaintiff as Class Representative of the Class, and appointing 7 Plaintiff’s counsel to represent the Class; 8 (b) Award Plaintiff and the Class appropriate relief, including actual and 9 compensatory damages against each of the Defendants jointly and severally in 10 amounts to be determined at trial; 11 (c) Award Plaintiff and the Class appropriate relief, including rescission and/or 12 damages as provided for under the Washington State Securities Act; 13 (d) Award Plaintiff and the Class appropriate relief, including restitution and 14 disgorgement of fees; 15 (e) Award Plaintiff and the Class pre- and post-judgement interest on any award to 16 the extent allowable by law; 17 (f) Award Plaintiff and the Class their reasonable litigation expenses, costs, and 18 reasonable attorneys’ fees as authorized under the Washington State Securities 19 Act; 20 (g) Permit Plaintiff and the Class to amend their pleadings to conform to the 21 evidence produced at trial; and 22 (h) Award such other and further relief as equity and justice may require. 23
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1 JURY DEMAND
2 Plaintiff requests a trial by jury.
3
4 DATED this 18th day of December, 2019.
5 TOUSLEY BRAIN STEPHENS PLLC
6 By: s/ Kim D. Stephens Kim D. Stephens, WSBA #11984 7 Email: [email protected]
8 By: s/ Jason T. Dennett Jason T. Dennett, WSBA #30686 9 Email: [email protected]
10 By: s/ Cecily C. Shiel Cecily C. Shiel, WSBA #50061 11 Email: [email protected]
12 1700 Seventh Avenue, Suite 2200 Seattle, WA 98101 13 Tel: (206) 682-5600/Fax: (206) 682-2992 Attorneys for Plaintiff
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